Direct Digital Holdings amends equity reserve facility pricing option with New Circle

Direct Digital Holdings, Inc.

Amendment No. 2 changes Option 1 Pricing Period start time for share purchases; notice before 9 AM ET uses open of trading, after uses acceptance time.
Original $100M commitment and 97.5% discount for Option 2 pricing remain unchanged.
Proceeds from share sales expected to reduce debt and for general corporate purposes; no guarantee any shares will be issued.
Amendment dated January 23, 2026; rest of Purchase Agreement unchanged.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Direct Digital Holdings, Inc. amended Amendment No. 2 to Share Purchase Agreement with New Circle Principal Investments LLC (effective 2026-01-23).

Action: amendment
Agreement: equity purchase
Counterparty: New Circle Principal Investments LLC
Effective: 2026-01-23

Exact text from the filing

On January 23, 2026, Direct Digital Holdings, Inc., a Delaware Corporation (the “ Company ”), entered into an Amendment No. 2 to Share Purchase Agreement (the “ Amendment ”) with New Circle Principal Investments LLC, a Delaware limited liability company (“ New Circle ”), which amends the Share Purchase Agreement, dated October 18, 2024 and amended as of October 24, 2025, between the Company and New Circle (as amended, the “ Purchase Agreement ”).

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Direct Digital Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001880613-26-000009

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